Caramel Popcorn Recipe (15 Minutes)

This homemade caramel popcorn recipe is a classic, no-bake style caramel corn that turns out perfectly buttery and sticky in less than 20 minutes. You’ll make a quick, stovetop caramel with brown sugar, sweetened condensed milk, Karo syrup and butter, then pour it over freshly popped plain popcorn.

Ingredients · Servings 12

1 pound brown sugar
1 14 ounce can sweetened condensed milk
1 cup karo syrup (light corn syrup)
½ cup butter
1 cup unpopped popcorn

Method · 15 min

Pop plain popcorn using an air popper or stovetop. Transfer popcorn to a clean bowl in batches (if needed) to get rid of any unpopped kernels.
Cook the brown sugar, Karo syrup, and ½ cup of butter over the stove on medium high heat and bring to a boil.
Stir in the sweetened condensed milk. Stir continually, around 3-4 minutes, until soft-ball stage (so it passes the cold-water test, or about 235℉ on a candy thermometer).
When it is finished cooking, take your pan off the stove and pour the caramel sauce over your air popped popcorn. Mix until all the popcorn is completely coated. You will need a very large bowl to mix it all together.

We’ve made this popcorn for decades. It is one our mom is very well known for where we grew up because it’s the giant batch she would make and deliver to neighbors. While you can shape it into popcorn balls once it’s cool enough to handle, we love this recipe because it stays soft and the sweet, sticky caramel coats every popcorn piece evenly.

Why we love it: soft and gooey (not crunchy), no-bake, no thermometer required (we just use the soft-ball stage cold-water test) and makes an extra large batch so it’s perfect for gifting to neighbors or serving at a party.

What is caramel popcorn:

Caramel popcorn (sometimes called caramel corn) is plain popcorn coated in a cooked caramel soft. There are two general caramel popcorn textures, soft or chewy and baked or crunchy. This version is the soft, chewy homemade texture, not the baked, crunchy texture you’d find in a popcorn tin at Christmas.

How do you like your caramel popcorn:

Crunchy or Chewy?As we mentioned earlier, this recipe is meant to be extremely soft and pliable, with a gooey caramel that doesn’t harden as the caramel cools. If you’re looking for a crunchy baked caramel corn, you’ll want to find a recipe that uses an oven to harden and set the caramel.

Ingredients needed for this Gooey Homemade Caramel Popcorn:

Brown sugar: we use light brown sugar for this recipe, and yes, you do need a whole pound (it’s a really big batch!). It makes a lighter, less dense caramel than dark brown sugar.
Sweetened condensed milk: the secret to making a rich, creamy caramel with a really smooth texture.
Corn syrup (or Karo syrup): we use a light corn syrup in this recipe because of its mild flavor with just a hint of vanilla. Karo syrup is the name brand we prefer, but store brand light corn syrup will work, too.
Butter: don’t skip this, as the fat content from the butter is necessary for keeping the caramel gooey and glossy and not drying out.
Popcorn: Any plain, popped popcorn will work for this recipe, although we prefer to pop our own and use a fresh batch. We generally use around 1 cup of popcorn kernels (which is about 32 cups popped). You can use air-popped or stove-popped popcorn, just make sure that you remove any unpopped kernels out of the final product.

Quick kernel tip: After popping, shake the bowl so the kernels fall to the bottom. Then scoop popcorn from the top, transferring the popcorn to a second bowl in batches, leaving any unpopped kernels behind in the first bowl.

How to Make Caramel Popcorn (Gooey & Chewy)

Pop plain popcorn and remove any unpopped kernels. Then transfer to a very large bowl (you may need to work in batches if you don’t have a big enough bowl). No air popper? No problem. Stovetop-popped plain popcorn works great as well. Just avoid flavored microwave popcorn because it will change the final texture and flavor.
In a large saucepan, bring the brown sugar, corn syrup, and butter to a boil.
Stir in the sweetened condensed milk and cook to the softball stage. This means that when you drop a bit of caramel into cold water, it will form a soft, pliable ball. If you do have a thermometer and want to check it here, the temperature should be about 235℉).
Pour this caramel mixture over the prepared popcorn until all the popcorn is coated. If you want to make popcorn balls (that are still gooey and sticky, not hard and crunchy), let it cool slightly before shaping them.

Can you make popcorn balls out of this recipe?

Yes! Let the caramel popcorn cool just until safe to handle. Then butter or spray your hands with nonstick cooking spray, press into balls and wrap.

Can I bake this popcorn to make it hard and crunchy?

This recipe is missing elements that would make it a successful crunchy batch of caramel popcorn (like baking soda!). If you want a crunchier popcorn, we’d recommend our homemade kettle corn or try out a salted caramel popcorn like this.